1.1. These Service Terms and Conditions (these
“Terms”) apply to the provision of Hosted PBX VoIP and related services
(the “Services”) to a customer (“Customer”) as identified in the applicable
ordering form (“Order Form”) which Services may be provided by NTS Solutions,
Inc. dba NewTel (“NewTel”), its subsidiaries and/or affiliates. NewTel reserves
the right to modify these Terms and any documentation corresponding to the
applicable Services posted on the NewTel website (www.newtelsystems.com) (the “NewTel Website”) at any
time.

1.2. Any of the following actions constitutes,
without limitation or qualification, Customer’s approval to be bound by, and to
comply with, these Terms: (i) Customer’s initialization of the Services, either
on the telephone or web page, through the use of Customer’s number and phone
password; (ii) Customer’s registering for the Services on the NewTel Website
and accepting these Terms as part of the registration process; (iii) Customer’s
signature on an Order Form; or (iv) Customer’s use of the Services as
previously defined. Notwithstanding the foregoing, these Terms shall not become
effective until the date that the Customer’s Order Form is accepted by NewTel.

1.3. Customer authorizes NewTel to accept
executed documentation by e-mail, online procedures, facsimile or other
electronic transmission and an electronically stored copy (i.e., PDF or fax)
shall serve the same purpose as an original document. Customer agrees to
indemnify and hold NewTel harmless, and hereby releases NewTel from any damage,
liability, loss, cost or expenses suffered or threatened, arising out of, based
upon or relating to any action taken by NewTel in good faith reliance upon any
such authorization from Customer, its employees, agents or representatives. If
Customer is an individual entering these Terms on behalf of Customer’s company,
Customer represents and warrants that Customer has sufficient and appropriate
authority to bind such company and is competent to do so.

1.4. The obligation of NewTel to provide the
Services to Customer is subject to approval by NewTel of Customer's credit
status. Customer’s execution of these Terms or an Order Form constitutes
authorization for NewTel to obtain credit information from any credit bureau or
other investigative agency pertaining to the credit and financial condition of
Customer. Customer understands that, as a result of this credit review,
Customer may be required to submit a cash deposit or guaranty in order to
receive the Services. In addition, in the event that NewTel determines, in good
faith, that the creditworthiness of Customer has materially deteriorated
following execution of these Terms, NewTel reserves the right to require from
Customer a cash deposit or such other security as NewTel may reasonably
require.

1.5. NewTel may modify these Terms at any time
by posting revised Terms on the NewTel Website or otherwise notifying Customer
of such modification. Such revised Terms shall be binding upon Customer if
Customer continues to use the Services after any such notification.
Additionally, NewTel may change pricing for the Services at any time upon
notice to Customer.

2. Service
Term and Renewal. The term with respect to the Services shall
begin on the date the Service is available for use by Customer and shall
continue for a period thereafter as set forth in the Order Form, unless earlier
terminated in accordance with these Terms. The Services will be deemed
available for use, and billing will commence, after the underlying facility has
been installed at the Customer service address. The Services term shall
automatically renew on a month-to-month basis until either party terminates the
Service(s) by giving the other party not less than thirty (30) days prior
written notice of termination.

3. Service
Availability and Installation.

3.1. NewTel makes no representation or
warranty as to when Services will commence and will use commercially reasonable
efforts to initiate the Services as soon as possible. Customer understands and
acknowledges that Services initiation is partially dependent upon the actions
of third parties not under the control of NewTel. Once installed, NewTel will
use commercially reasonable efforts to ensure that the Services will be
available 24 hours a day, 7 days a week, except for scheduled preventive
maintenance or for unscheduled emergency maintenance. Under no circumstance
shall NewTel be liable to Customer or any third party for damages arising from
delays in commencement or subsequent operation of the Services, loss of
information, numbering or directory listing errors, or loss of business.

3.2. Except for standard Services
installation, repair and maintenance provided with the Services, Customer shall
be responsible for any time and material charges associated with the dispatch
of NewTel personnel, sub-contractors or suppliers to Customer premises
necessary to repair Services resulting from a Customer caused
service interruption. NewTel may upon prior notice charge customer for
any services relating to porting telephone numbers. NewTel shall use all
commercially reasonable efforts to notify Customer of any such costs in
advance.

4. Customer
Premises Equipment.

4.1. NewTel reserves the right to deliver the
Services using such delivery, technology and/or facilities as it chooses from
time to time and Customer acknowledges that the delivery of the Services over
certain technologies may require the installation of customer premises
equipment, including all NewTel provided hardware to include, without
limitation, phones, switches, modems, routers and originally-supplied router
parts and materials, provided and owned by NewTel (the “Components”). Customer
shall not make any physical modification, or permit third party access to, the
Components without prior written consent of NewTel. In the event that the
Components are accessed by entities other than NewTel or its agents due to the
actions of Customer, Customer shall reimburse NewTel for any costs incurred to
return the Components to the proper condition. Additionally should these
actions cause loss, damages or liabilities to NewTel, Customer will be solely
responsible to compensate NewTel for the loss, damage or liability. Upon
termination of the Services, Customer’s right to use the Components will
immediately end and Customer shall return the Components within thirty (30)
days of such termination. In the event that Customer fails to return such
Components to NewTel (or, at NewTel’s option, to permit recovery of the Components
by NewTel) in good working order, reasonable wear and tear excepted, Customer
shall be responsible for the full replacement cost of the Components and shall
pay NewTel all charges associated with the recovery of that equipment. For
avoidance of doubt, the foregoing Components conditions do not apply with
respect to Components purchased and fully paid for by Customer. All Components
provided and owned by NewTel will, at all times, remain the property of NewTel.
Customer shall not (a) reverse engineer, disassemble, decompile or otherwise
attempt to recreate the Component configurations, or modify, translate, adapt,
alter or create derivative works therefrom, (b) reproduce, publish, display,
distribute, disclose, or otherwise make available the Component configurations,
or any part thereof; (c) use the Components for any purposes other than those
explicitly stated herein. Customer is at all times responsible for properly
maintaining the safety and security of the Components installed at Customer
premise. Customer shall bear the risk of loss arising from any unauthorized or
fraudulent use of the Components. NewTel has no obligation to re-purchase from
Customer any Components that Customer purchases from NewTel. If NewTel decides
to re-purchase such Components after 30 days of the date of Customer’s
purchase, then NewTel reserves the right to charge a restocking fee.

4.2. On some plans, NewTel will make available
free or heavily discounted Components at Customer’s request. These discounts
are provided with the understanding that Customer will purchase the Services
for a minimum period set forth in the Order Form. Should Customer receive free
or specially discounted equipment as part of an eligible plan and then (a)
cancel or cause to be terminated before the minimum period set forth in the
Order Form is complete; or (b) within such minimum period change to a plan that
does not offer or include free or discounted equipment, Customer agrees and
hereby authorizes the charge of 100% of the price of the equipment in place at
the time of the Services termination or modification, for any and all free or
discounted equipment. This equipment charge is not eligible for, nor will be,
prorated.

4.3. CUSTOMER SHALL DEFEND AND INDEMNIFY
NEWTEL FROM ANY AND ALL CLAIMS, ACTIONS, LOSSES, DAMAGES, (INCLUDING REASONABLE
ATTORNEYS FEES) ARISING OUT OF THE PURCHASE, POSSESSION, OPERATION, CONDITION,
RETURN, USE OR MISUSE OF THE COMPONENTS, EXCLUDING, HOWEVER, ANY OF THE
FOREGOING RESULTING SOLELY AND DIRECTLY FROM THE NEGLIGENT OR WILLFUL ACTS OF
NEWTEL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

5. Termination.

5.1. Either party may terminate these Terms
with notice prior to a renewal of the then-current Services term.

5.2. Customer shall be in default of these
Terms in the event it (a) knowingly provides materially inaccurate, false or
otherwise misleading information in an application for the Services; (b)
utilizes the Services for any unlawful purpose or for any purpose other than
that for which the Services are designed and intended by NewTel; (c) violates
of any law, rule or regulation of any governing authority having jurisdiction
over the Services; (d) is involved in any bankruptcy or similar proceeding; (e)
violates these Terms; or (f) has an overdue outstanding unpaid balance.
Notwithstanding any other remedies that NewTel may have available to it at law
or in equity, in the event of any Customer default, NewTel may terminate these
Terms and/or immediately discontinue any and all Services provided to Customer.
Nothing contained herein shall relieve Customer of its obligations to pay
NewTel for all Services provided. Upon a termination of these Terms due
to a Customer default, NewTel may, subject to applicable laws and regulations,
freely assign or release Customer’s telephone number(s).

5.3. In the event of early termination of
these Terms prior to the expiration of any fixed term, Customer shall pay
NewTel all charges for Services provided through the effective date of such
termination, plus any and all applicable re-rated service costs for previous
months services that were rated based on a longer term agreement than was
satisfied by the early termination.

5.4. The parties agree that, in the event of a
decision or ruling by a regulatory authority at the federal, state or local
level, with competent jurisdiction over such matters, that materially affects
the rights or obligations of either party arising out of these Terms, the
parties will negotiate in good faith to modify these Terms in light of such
decision. Should such decision or ruling prohibit NewTel from furnishing the
Services, then either party may terminate these Terms with notice to the other
party without further liability hereunder, except Customer’s liability to pay
for Services provided through the effective date of such termination.

5.5. Customer may terminate these Terms in the
event that NewTel is in material breach of its obligations and such breach
remains uncured for a period of thirty (30) days from the date that NewTel receives
written notice thereof from Customer. In such case, Customer shall not incur
any termination liability for the termination of the Services but shall be
obligated to pay for Services rendered prior to the effective date of such
termination.

6. Use
of Service.

6.1. Customer shall use the Services in
compliance with, and subject to, all applicable government codes, ordinances,
laws, rules and regulations, applicable tariff, and any additional
documentation corresponding to the Services posted on the NewTel Website, and
shall secure, prior to the delivery of the Services, and maintain in full force
and effect during the applicable Services term, any and all necessary
approvals, consents, rights of way, permits, franchises, licenses or similar approvals
from all governmental and other authorities which are necessary or
required to be obtained by Customer in connection with the Services.

6.2. Customer shall not (a) use, or attempt to
use, the Services for any fraudulent, unlawful, improper, harassing, excessive,
harmful, or abusive purpose; or (b) resell or attempt to resell any aspect of
the Services without the prior written consent of NewTel, whether for profit or
otherwise. If Customer uses the Services as an auto dialer, telemarketer, call
center or other similar type of business, then Customer shall do so in strict
compliance with all laws and regulations governing such activities. Customer
shall indemnify and hold NewTel harmless for any costs incurred by NewTel
relating to improper use of the Services, including, but not limited to, any
fines imposed upon NewTel by a governmental or regulatory body. If NewTel
suspects a violation of this provision, NewTel may: (i) begin legal action;
(ii) suspend or terminate the Services immediately and without prior notice;
(iii) suspend or terminate service(s) provided to Customer under any other
agreement with NewTel; and (iv) cooperate with law enforcement in prosecuting
offenders. NewTel may terminate the Services or change Customer’s rate plan at
any time if NewTel determines, in NewTel’s sole discretion, that Customer’s use
of the Services is excessive, unusually burdensome, or unprofitable to NewTel.

6.3. Customer agrees that all sound files
Customer utilizes with the Services have been legally obtained and Customer has
the rights to use and distribute such sound files within the Services,
including, without limitation, via electronic medium to a remote server for use
with voicemail and hold music. Customer takes full responsibility for maintaining
its legal rights over it.

6.4. NewTel may cooperate with law enforcement
organizations that have lawfully requested pursuant to a valid subpoena or
court order (i) trap and traces, pen registers, wire taps and similar call
intercept methods, and (ii) information regarding Customer or any end user of
Customer and provide such organizations with any information requested,
including, but not limited to, names, email addresses, mailing or contact
addresses, IP addresses, telephone numbers, call detail records, or call
content. Customer agrees to cooperate with NewTel in investigating
suspected violations.

6.5. Customer shall bear the risk of loss
arising from any unauthorized, unlawful or fraudulent use of the Services
unless such fraud resulted from the gross negligence or willful misconduct of
NewTel and NewTel retains the right to analyze any and all information at its
disposal, including credit surveys, call detail records and any other
information to confirm unauthorized use. Customer shall pay for unauthorized or
fraudulent use of the Services at NewTel’s highest usage charges applied to
network usage and attempted network usage, whether or not a terminating
connection was achieved, plus all costs incurred by NewTel to detect, discover,
observe, investigate, analyze, examine and locate the party responsible for
unauthorized or fraudulent use.

6.6. NewTel will restrict (i) calls to 900,
976, 700 numbers and other “pay-as-you-call” services and (ii) international
long distance calling functionality from Customer’s account with respect to the
Services ordered and will only allow such functionality upon written request by
an authorized representative of Customer. In no event will NewTel be
liable for fraudulent calls originating from Customer owned or operated
equipment, for claims arising out of equipment provided by third party vendors
that may be installed at Customer premises in connection with the Services, or
for damages associated with or arising from any service, channels, or
equipment, which it does not furnish.

6.7. Customer remains responsible for its own
network security and security violation response procedures. While a virtual
private network (VPN) or managed network service ordered from NewTel may
enhance Customer’s ability to impede unauthorized access to its network and
data, and may aid Customer in detecting potential security breaches and network
irregularities, Customer understands and acknowledges that no service is
guaranteed to ensure Customer’s network security or to prevent security
incidents, and that NewTel is not responsible for any unauthorized third party
or Customer employee access to Customer’s facilities or data.

7. Access
to the Internet and Availability of Service. When using VoIP or other
Internet-based Services Customer acknowledges Customer must have operational
and properly configured access to the Internet and hereby agrees to provide, at
Customer’s sole expense, Customer’s own Internet service with a third party
provider. Customer further agrees to be responsible for payment of any and all
Internet service fees including all equipment necessary to establish and
maintain a connection to the Internet as may be required to use the Services.
Service availability and level(s) may vary due to conditions beyond the control
of NewTel, including the type and state of the Customer’s equipment. The
Services are subject to interruption or limitation due to factors including but
not limited to: network capacity limitations, installation, repair,
modification to the network, restrictions by NewTel’s long-distance providers,
NewTel’s efforts to combat fraudulent and/or illegal use, non-payment, or other
legitimate business and operational reasons. Notwithstanding the foregoing,
Customer represents and warrants that Customer understands VoIP-based services
are subject to the vagaries of the Internet. Customer affirms NewTel has no
duty under these Terms to provide insurance to Customer’s benefit against any
losses caused by interruption of Services, whether caused by disrupted access
to the Internet, acts of god, scheduled maintenance windows or other reasons
whether reasonably seen or unforeseen.

8. Billing
and Payment Terms.

8.1. Unless otherwise agreed by NewTel, all
flat fee charges shall be applied to Customer’s credit card monthly in advance
on the first business day of each month. Additionally, any separate variable
charges, such as arising from use of an 800 or 411 service, shall be charged to
Customer’s credit card in arrears on the first business day of each month.
Customer agrees that all such charges may be made without NewTel obtaining
prior authorization from Customer in each instance. If NewTel has agreed to
invoice Customer for payment, then all invoices are due and payable within
thirty (30) days from the date of invoice. Should Customer fail to pay any
undisputed amount when due, Customer shall pay interest on such unpaid amount
at the rate of one and a half percent (1.5%) per month, or such lesser amount
as is the maximum amount permitted under applicable law, until such sum is paid
in full. Customer shall notify NewTel in writing of any charge or amount
disputed, in good faith, within fifteen (15) days of Customer’s receipt of the
applicable invoice. In no event shall Customer’s notice of a good faith
dispute relieve Customer from its obligation to pay, in full, all undisputed
charges and amounts. The parties shall work in good faith to promptly resolve
any billing dispute initiated pursuant to these Terms. If a dispute is resolved
in favor of NewTel, and Customer has not already paid the disputed amount,
Customer will pay such amount to NewTel, plus any applicable late fees, on the
next billing cycle. If a dispute is resolved in favor of Customer, NewTel will
apply a credit in the appropriate amount to Customer’s NewTel account in the
next billing cycle, subject to the billing cycle cut-off date. Credits
that miss the billing cycle cut-off date will be applied in the next billing
cycle. If a dispute arises and NewTel refers this Agreement to an attorney for
collection, Customer shall pay all costs of collection, including interest,
court costs, fees and reasonable attorney’s fees. Customer shall be charged $35
for each credit card chargeback and bounced check. Customer is responsible for
notifying NewTel of any changes to Customer’s credit card information.
Additionally, Customer is responsible for notifying NewTel of any change in
Customer’s location and any cessation of use of the Services and Customer will
continue to be charged fees under these Terms, even if Customer ceases to use
the Services due to a change in its location, merger or sale of
Customer’s business, or other cause, unless Customer has provided NewTel with
prior written notice of such change or cessation of usage.

8.2. If any undisputed invoiced amount remains
unpaid on the due date, and such default remains uncured 10 days after, NewTel
provides Customer written notice of such default, NewTel may immediately
suspend the Services, in whole or in part. Following the issuance of a
suspension notice, NewTel may terminate all or any part of the Services without
further notice to Customer if all outstanding amounts are not paid on or before
the scheduled termination date specified in the suspension notice, generally 15
days after the billing date. Neither suspension nor termination of the Services
will relieve Customer of any obligation to pay for Services prior to suspension
and/or termination, or for any amounts due for early termination. Additionally,
NewTel may suspend Services in the event service charges exceed the amount of
any deposit which NewTel may have required or any established credit
limit.

8.3. Notwithstanding the cancellation or
natural expiration of the Services term, if Customer has accumulated unpaid
charges, NewTel may refuse any request for release or other transfer of local
and toll-free numbers to a third party, and may reject any request for change
in toll-free service to another carrier, without liability to NewTel, until
such charges are paid in full to the date of termination of the Services.
NewTel reserves the right to re-assign any terminated toll-free or local
numbers.

8.4. Customer agrees to pay (i) unless and
until Customer provides NewTel with satisfactory evidence of its exemption from
such impositions, all applicable federal, state and local taxes, imposed on, or
with respect to, the Services and any Components purchased by Customer from
NewTel, (ii) all governmental fees and/or other surcharges in effect from time
to time including, but not limited to, Universal Service Fund (USF), and E-911,
required or permitted by applicable law, rule or regulation, to be charged to
Customer, (iii) fees for special features or services requested by Customer,
(iv) any originating access charges or fees that are actually charged by the
incumbent local exchange carrier to NewTel as a result of the unique
configuration of the Services, and (v) all other similar charges in effect from
time to time, however designated.

9. Indemnification.
Each party shall defend, indemnify and hold harmless the other party, its
parent, directors, employees, agents and contractors, subsidiaries and
affiliates, from and against all third party claims and damages for physical
property damage, physical personal injury or wrongful death to the extent such
damage or injury arises out of the gross negligence or willful misconduct of
the indemnifying party in connection with the provisioning or use of the
Services. Customer shall defend, indemnify and hold harmless NewTel its parent,
directors, employees, agents and contractors, subsidiaries and affiliates from
and against all claims and damages arising or resulting from Customer’s breach
of these Terms. The indemnifying party agrees to pay any resulting settlement
and damages from such claims, as well as all related costs and fees, including
attorneys’ fees; provided that, the indemnified party promptly notifies the
indemnifying party in writing upon learning of any such claim and fully
cooperates in its investigation and defense. The indemnified party may
participate, at its expense, in the defense of such claims. The indemnifying
party shall not settle, dismiss or otherwise compromise such claims without
written consent from the indemnified party, which consent shall not be
unreasonably withheld, conditioned or delayed.

10. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.

10.1. THE SERVICES ARE PROVIDED “AS IS” AND “AS
AVAILABLE” WITHOUT WARRANTY OF ANY KIND. NEWTEL DISCLAIMS ALL EXPRESS AND
IMPLIED WARRANTIES RELATING TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.

10.2. IN NO EVENT SHALL NEWTEL, ITS AFFILIATES OR
ITS CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOST REVENUE, PROFIT, CUSTOMERS,
GOODWILL OR DATA, ARISING FROM OR RELATED TO THE SERVICES, INCLUDING ERRORS,
MISTAKES, OMISSIONS, INTERRUPTIONS OR DELAYS BY NEWTEL, ITS PROVIDERS, AGENTS,
SERVANTS OR EMPLOYEES IN THE COURSE OF ESTABLISHING, FURNISHING, REARRANGING,
MOVING, BILLING, TERMINATING OR CHANGING REGULATED OR NON-REGULATED SERVICES OR
FACILITIES AS CONTEMPLATED HEREIN. THE FOREGOING LIMITATION OF LIABILITY SHALL
APPLY WHETHER A CLAIM IS ASSERTED FOR BREACH OF WARRANTY OR ANY OBLIGATION
ARISING THEREFROM, AND WHETHER A CLAIM IS ASSERTED IN CONTRACT, TORT OR STRICT
PRODUCT LIABILITY, IRRESPECTIVE OF WHETHER NEWTEL HAS BEEN ADVISED OF THE
POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. NEWTEL’S LIABILITY TO CUSTOMER
HEREUNDER SHALL NOT EXCEED THE LESSER OF CUSTOMER’S ACTUAL DAMAGES OR THE
AVERAGE MONTHLY RECURRING CHARGE PAID BY CUSTOMER FOR THE PARTICULAR SERVICE TO
WHICH THE CLAIM PERTAINS, CALCULATED FROM COMMENCEMENT OF THE AFFECTED SERVICE
TO THE DATE A CLAIM IS MADE.

10.3. NewTel shall not be liable to Customer for
any act of or representation made by independent distributors or agents who
sell NewTel Services, unless expressly approved by an officer of NewTel in
writing or unless contained in a document provided by NewTel to Customer.
Customer recognizes the complex nature of telecommunications technology and
NewTel shall not be responsible for any hardware/software including, but not
limited to, PBX and PBX programming, CSU, DSU, channel bank, routers or any
other customer-premises equipment required for any service provided by NewTel.
Under no circumstances shall NewTel have any liability for: (a) any act or
omission of any connecting carrier or any underlying carrier or local exchange
company whose services are resold by NewTel, or any other third-party provider
of connections, equipment, facilities or service to Customer or NewTel; (b) any
act or omission of Customer, its agents, servants, employees, invitees or
guests; (c) any failure of equipment, facilities or connections provided by
Customer; or (d) calls not completed or for any errors in transmission.

11. Disclaimer of Emergency 9-1-1 services.IF CUSTOMER USES VoIP (VOICE
over INTERNET PROTOCOL)-BASED PHONES, CUSTOMER IS ADVISED THAT EMERGENCY 9-1-1
SERVICE MAY NOT FUNCTION OR BE AVAILABLE TO CUSTOMER WITH THE LOSS OF
ELECTRICAL POWER OR IF THE BROADBAND CONNECTION IS NOT OPERATIONAL.
EMERGENCY 9-1-1 SERVICE WILL NOT BE AVAILABLE AT ANY REMOTE LOCATION IF
INTERNAL USERS ARE ALLOWED TO USE THEIR VoIP-BASED PHONES REMOTELY. CUSTOMER’S
ACCEPTANCE OF THESE TERMS WILL BE CUSTOMER’S ACKNOWLEDGMENT THAT NEWTEL HAS
ADVISED CUSTOMER OF THESE LIMITATIONS AND THAT CUSTOMER ACCEPTS THE SERVICES
WITH THESE LIMITATIONS. Customer shall execute and return to NewTel
a 911 and E911 Notice and Disclosure upon execution of the Order Form.

12. Force Majeure. NewTel shall not be liable
for any delay or failure of performance in connection with the provision of the
Services to the extent that such failure or delay is caused by acts of god,
acts of civil or military authority, government regulations, embargoes,
epidemics, war, terrorist acts, riots, insurrections, fires, explosions,
earthquakes, nuclear accidents, floods, strikes, power blackouts, cable cuts,
volcanic action, other major environmental disturbances, unusually severe
weather conditions, inability to secure products or services of other persons
or transportation facilities, labor disruptions, or acts or omissions of
transportation common carriers or other causes beyond the reasonable control of
NewTel. If any force majeure event occurs, NewTel shall give reasonable notice
to Customer and take reasonable steps to correct the excuse of performance
condition. For the duration of any force majeure event, the duties of NewTel under
these Terms shall be abated and shall resume without liability thereafter.
Should the force majeure event continue for a period of more than sixty (60)
days, either party shall have the right to terminate the affected Services.

13. LETTER OF AGENCY (LOA). Customer hereby
appoints NewTel to act as our agent in order to effectuate the collection of
account information and/or carry out the change(s) authorized on our behalf.
Customer hereby authorizes the change of our communications company(s) from that/those
which we are currently using to NewTel for the purpose of ordering and/or
maintaining communications services, including, but not limited to, local
services, long distance services, private line services, Internet services and
number portability.

14. Relationship of the Parties. The parties
shall perform all of their duties under these Terms as independent contractors
or independent parties and shall discharge their contractual obligations at
their own risk, subject, however, to the terms and conditions thereof. The
relationship between the parties shall not be deemed to be that of an agent and
principal, partners, or joint venturers, and nothing contained in these Terms
shall be deemed to constitute a partnership or agency agreement between them
for any purposes, including, but not limited to, tax purposes.

15. Press Release and Authorized Use of Name.
Neither party may use the other party's trademarks, service marks or trade
names (“Marks”) or otherwise refer to the other party, without the prior
written consent of the other party, which consent shall not be unreasonably
withheld, conditioned or delayed. Notwithstanding the foregoing, NewTel may use
Customer’s Marks on the NewTel Website and in NewTel customer listings.

16. Notices. Except as otherwise provided
herein, any notice required to be given in writing shall be in English and sent
by electronic mail, facsimile transmission, or U.S. mail. Notice to Customer
shall be sent to the address or email or fax number provided by Customer on the
Order Form or otherwise provided to NewTel. All notices and other
communications required or permitted under these Terms shall be in writing and
shall be deemed to have been delivered to the other party’s notice address
specified in these Terms in the absence of evidence of earlier delivery: (a) on
the delivery date, if delivered by hand; (b) the next business day after being
deposited for delivery with a recognized overnight courier; (c) on the date
received, if sent by facsimile with evidence of successful completion; or (d)
three (3) business days after deposit in the mail. Either party may change the
notice address to which future notices or other communications shall be sent by
providing notice.

17. Law, Venue, and Limitation of Action.These Terms is to be construed
and enforced in accordance with the laws of the State of New York, without
regard to its conflict-of-laws principles. All legal actions arising under
these Terms shall be brought in the applicable federal or state courts located
in or with jurisdiction over Nassau County, New York, and each party
irrevocably consents to the jurisdiction of such courts. The prevailing party
in any action or proceeding arising out of these Terms will be entitled to
recover its related expenses and fees, including attorney's fees. Unless
otherwise set forth herein, any dispute arising under these Terms shall be
brought within two (2) years of the date of such dispute. EACH OF THE PARTIES
HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR
OTHER PROCEEDING BROUGHT IN CONNECTION WITH THESE TERMS.

18. Assignment.Neither these Terms, nor any
right or interest hereunder, may be assigned or otherwise transferred by
Customer without the prior written consent of NewTel, which consent shall not
be unreasonably withheld, conditioned or delayed. These Terms may be assigned
by NewTel. These Terms will be binding on and inure to the benefit of the
parties, their respective successors and permitted assigns.

20. Partial Invalidity. If any term, clause,
provision, covenant or condition contained in these Terms is adjudicated to be
illegal or unenforceable, all other terms, clauses, provisions, covenants or
conditions of these Terms shall remain in force and effect, and the term, clause,
provision, covenant or condition held illegal or unenforceable shall remain in
effect as far as possible in accordance with the intention of the parties.

21. Entire Agreement.These Terms (including all
incorporated documents) constitutes the entire agreement and understanding of
the parties with respect to its subject matter and supersedes all prior
agreements and understandings of the parties, whether oral or written,
concerning such subject matter. Except as set forth in these Terms, neither
party nor its agents has made any express or implied representation or warranty
with respect to these Terms or its subject matter; accordingly, neither party
will be bound by nor liable for any such representation, promise or inducement
made by the other party or its agents that is not stated in these Terms.
These Terms may be modified, supplemented, or amended only by a written
instrument signed by the parties.